Africa–U.S. Business Lawyer for Cross-Border Deals and Investment

Doing business in Nigeria from the U.S.: get the paperwork right on day one

Picture the day you want to bring profits home and your bank asks for a document nobody mentioned. In Nigeria, foreign money brought in for investment should be backed by a Certificate of Capital Importation, an electronic certificate issued by an authorized dealer bank when the funds arrive. That certificate is the paper trail you will rely on later to move dividends, loan repayments or sale proceeds back out through official channels.

Companies with foreign shareholders must also register with the Nigerian Investment Promotion Commission, generally after incorporation and before starting business. These steps are routine when planned and painful when missed. With offices in Lagos and Abuja, we sequence them with you before the first wire leaves your account, so the money you send in today can find its way home tomorrow.

• Choosing the right vehicle and ownership structure
• Timing capital inflows so they are properly certified
• NIPC registration and related approvals
• Planning from the start how money will come home

An OHADA lawyer in the USA for francophone Africa

A deal in Abidjan, Douala or Libreville does not run on the rules you know from Texas. Seventeen African states share a common body of business law through OHADA, the Organization for the Harmonization of Business Law in Africa. Its Uniform Acts cover subjects such as companies, security over assets and arbitration, and they apply directly in every member state, overriding conflicting national law. Disputes under them can reach a shared court, the Common Court of Justice and Arbitration in Abidjan.

Georges Nama began his career in Libreville advising the Government of Gabon on mineral and oil and gas transactions, and he works in English, French and Spanish. Your documents are read in the language they were written in, and nothing important gets lost between Houston and your counterpart’s boardroom. In a negotiation, that clarity is leverage.

African investors in Texas: counsel who knows both sides of the table

Capital flows both ways. If you are an African family, company or fund looking at a Texas business, property or energy asset, the U.S. system can feel as unfamiliar as Lagos feels to a Houston executive. Entity choice, ownership records, financing terms and the questions to put to your tax adviser all need answers before you sign, not after.

From our main office in The Woodlands, just north of Houston, we help investors arriving from Africa structure the acquisition, review the contracts and understand the regulatory picture. Every situation depends on its facts, and we tell you plainly what yours requires, in the language you are most comfortable using. One conversation can save months of guesswork.

Due diligence and regulatory review before you commit capital

The most expensive surprises hide in documents nobody read closely: a license that cannot be transferred, a key contract that ends on a change of control, an approval that quietly lapsed. Our legal due diligence focuses on licenses and key contracts, and our regulatory review tells you what must be in place before money moves.

Cross-border deals also carry duties that follow U.S. businesses abroad. The Foreign Corrupt Practices Act bars U.S. persons and companies from corruptly offering anything of value to foreign officials to win or keep business, and every U.S. person must comply with sanctions run by the Treasury’s Office of Foreign Assets Control. In Nigeria’s oil and gas sector, local content law requires operators to submit a Nigerian Content Plan to a regulator before a project goes ahead.

• Licenses, permits and whether they transfer
• Change-of-control and termination clauses
• Anti-bribery and sanctions checks on partners
• Local content obligations in the energy sector

Governing law and dispute planning for cross-border transactions

When a cross-border relationship sours, three questions decide everything: which law applies, where the dispute is heard, and whether the result can be enforced where the assets sit. Those answers are written into the contract at the start, often in a boilerplate clause nobody negotiated. By the time a dispute arrives, it is too late to rewrite them.

Arbitration is a common choice because of the New York Convention, the treaty on recognizing foreign arbitral awards. The United States and Nigeria are both parties, along with many other African states, and U.S. federal law directs American courts to enforce it. We draft governing-law and dispute clauses with enforcement in mind, so the protections you bargain for are built to travel. Bring us the draft before you sign.

This page provides general information, not legal advice. Every situation depends on its facts. Contacting the firm does not create an attorney-client relationship.